Edgar Filing: HOLOGIC INC

Date: March 5, 2014

HOLOGIC, INC.

/s/ Glenn P. Muir

Glenn P. Muir

Executive Vice President, Finance and Administration, and Chief Financial Officer

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 4, 2014

HOLOGIC, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE

(State or Other Jurisdiction

of Incorporation)

1-36214

04-2902449

(Commission

File Number)

(I.R.S. Employer

Identification No.)


35 Crosby Drive, Bedford, MA		01730
(Address of Principal Executive Offices)		(Zip Code)

(781) 999-7300

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07

Submission of Matters to a Vote of Security Holders.

Hologic, Inc. (“Hologic” or the “Company”) held its Annual Meeting of Stockholders on March 4, 2014. At the meeting, a total of 251,127,374 shares or 91.69% of the Common Stock issued and outstanding as of the record date were represented in person or by proxy.

The final results for each of the matters submitted to a vote of stockholders at the meeting are set forth below. A more detailed description of each proposal is set forth in the Company’s proxy statement filed with the Securities and Exchange Commission on January 15, 2014.

Proposal No. 1. Election of Directors. The stockholders elected all of the Board of Directors’ nominees for director, to serve until the Company’s next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, by the votes set forth in the table below:


Name	For		Withheld		Abstained		Broker Non-Vote

Jonathan Christodoro		233,145,891		4,535,253		—		13,446,230

Sally W. Crawford		177,335,238		60,345,906		—		13,446,230

Scott T. Garrett		219,948,681		17,732,463		—		13,446,230

David R. LaVance, Jr.		185,863,746		51,817,398		—		13,446,230

Nancy L. Leaming		177,528,312		60,152,832		—		13,446,230

Lawrence M. Levy		207,261,076		30,420,068		—		13,446,230

Stephen P. MacMillan		224,906,338		12,774,806		—		13,446,230

Samuel Merksamer		221,156,948		16,524,196		—		13,446,230

Christiana Stamoulis		218,706,288		18,974,856		—		13,446,230

Elaine S. Ullian		178,202,056		59,479,088		—		13,446,230

Wayne Wilson		177,438,325		60,242,819		—		13,446,230

Proposal No. 2. Advisory Vote to Approve the Company’s Executive Compensation. The stockholders cast an advisory vote to approve executive compensation as set forth in the table below:


For	Against	Abstained	Broker Non-Vote
81,781,589	155,704,078	195,477	13,446,230

Proposal No. 3. Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2014, by the votes set forth in the table below:


For	Against	Abstained	Broker Non-Vote
248,303,325	2,727,339	96,710	—

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.